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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 27, 2016 (June 27, 2016)
Date of Report (Date of earliest event reported)
DENTSPLY SIRONA Inc.
(Exact name of registrant as specified in its charter)
Delaware
0-16211
39-1434669
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
221 West Philadelphia Street, York, Pennsylvania
(Address of principal executive offices)
17401-2991
(Zip Code)
(717) 845-7511
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. - Other Events
The following information is furnished pursuant to Item 8.01, "Other Events."
The Company issued a press release today announcing it entered into a definitive agreement to acquire all
the outstanding shares of privately held MIS Implants Technologies Ltd., a dental implant systems manufacturer
headquartered in northern Israel, for $375 million in cash.
A copy of the Company's press release is attached hereto as Exhibit 99.1 and is hereby incorporated by
reference.
Item 9.01. - Financial Statements and Exhibits
(d) Exhibits:
99.1 The DENTSPLY SIRONA Inc. press release, "Dentsply Sirona Announces Acquisition of MIS
Implants" issued June 27, 2016, as referenced in Item 8.01.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DENTSPLY SIRONA Inc.
/s/ Jonathan Friedman
Jonathan Friedman,
Senior Vice President, Secretary &
General Counsel
Date: June 27, 2016
Dentsply Sirona Announces Acquisition of MIS Implants
York, Pennsylvania, June 27, 2016 - DENTSPLY SIRONA Inc. (“Dentsply Sirona”) (NASDAQ: XRAY), The
Dental Solutions Company, today announced a definitive agreement to acquire all of the outstanding shares of
privately held MIS Implants Technologies Ltd. (“MIS”), a dental implant systems manufacturer headquartered
in northern Israel, for $375 million in cash.
MIS is a growing and profitable manufacturer of dental implant systems with annual sales of approximately $80
million. The company is a leader in the value segment of the market, selling its products under the MIS brand
through a wide distribution network that includes a direct sales force, reaching over 65 countries.
Jeffery T. Slovin, Chief Executive Officer of Dentsply Sirona, commented, “MIS is uniquely positioned to
address the value segment of the market in both its home region and around the globe. It is strategically
important to be able to address the entire multi-billion dollar implant market with distinct organizations,
portfolios and brands targeting both the premium and value segments. MIS has a broad portfolio of implants
and related products under a well-established brand making it a great complement to our company. This
acquisition underscores our commitment to deploying capital to drive growth and create shareholder value.”
Dentsply Sirona expects this transaction to be accretive to adjusted earnings per share within the first twelve
months following the closing of the transaction. Moelis & Company acted as financial advisor to Dentsply
Sirona.
About Dentsply Sirona:
Dentsply Sirona is the world’s largest manufacturer of professional dental products and technologies, with a
130-year history of innovation and service to the dental industry and patients worldwide. Dentsply Sirona
develops, manufactures, and markets a comprehensive solutions offering including dental and oral health
products as well as other consumable medical devices under a strong portfolio of world class brands. As The
Dental Solutions Company, Dentsply Sirona’s products provide innovative, high-quality and effective solutions
to advance patient care and deliver better, safer and faster dentistry. Dentsply Sirona’s global headquarters is
located in York, Pennsylvania, and the international headquarters is based in Salzburg, Austria. The
company’s shares are listed in the United States on NASDAQ under the symbol XRAY. Visit
www.dentsplysirona.com for more information about Dentsply Sirona and its products.
Contact Information:
Joshua Zable
VP, Investor Relations and Corporate Communications
+1-718-482-2184
[email protected]
Derek Leckow
VP, Investor Relations
+1-717-849-7863
[email protected]
Forward Looking Statements:
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These
statements can be identified by the use of forward-looking terminology, including "may," "believe," "will,"
"expect," "anticipate," "estimate," "plan," "intend," "project," "forecast," or other similar words. Statements
contained in this press release are based on information presently available to the Company and assumptions
that the Company believe to be reasonable. The Company is not assuming any duty to update this information
if those facts change or if the assumptions are no longer believed to be reasonable. Investors are cautioned
that all such statements involve risks and uncertainties, and important factors could cause actual events or
results to differ materially from those indicated by such forward-looking statements. These risk factors include,
without limitation; risks that the new businesses will not be integrated successfully; risks that the combined
companies will not realize the estimated cost savings, synergies and growth, or that such benefits may take
longer to realize than expected; risks relating to unanticipated costs of integration, including operating costs,
customer loss or business disruption being greater than expected; unanticipated changes relating to
competitive factors in the industries in which the Company operates; the ability to hire and retain key
personnel; reliance on and integration of information technology systems; international, national or local
economic, social or political conditions that could adversely affect the Company or its customers; risks
associated with assumptions made in connection with critical accounting estimates and legal proceedings; the
ability to attract new customers and retain existing customers in the manner anticipated; the continued strength
of dental and medical device markets; the timing, success and market reception for our new and existing
products; uncertainty regarding governmental actions with respect to dental and medical products; outcome of
litigation and/or governmental enforcement actions; volatility in the capital markets or changes in our credit
ratings; continued support of our products by influential dental and medical professionals; our ability to
successfully integrate acquisitions; risks associated with foreign currency exchange rates; risks associated with
our competitors' introduction of generic or private label products; our ability to accurately predict dealer and
customer inventory levels; our ability to successfully realize the benefits of any cost reduction or restructuring
efforts; our ability to obtain a supply of certain finished goods and raw materials from third parties; changes in
the general economic environment that could affect the business; and the potential of international unrest,
economic downturn or effects of currencies, tax assessments, tax adjustments, anticipated tax rates, raw
material costs or availability, benefit or retirement plan costs, or other regulatory compliance costs. The
foregoing list of factors is not exhaustive.
Additional information regarding these and other risk factors and uncertainties that may affect the Company's
business and may cause actual results to differ materially from these forward-looking statements, please refer
to the Company's most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form
10-Q, Current Reports on Form 8-K and other documents filed from time to time with the SEC. The Company
does not give any assurance (1) that it will achieve its expectations, or (2) concerning any result or the timing
thereof, in each case, with respect to any regulatory action, administrative proceedings, government
investigations, litigation, warning letters, consent decree, cost reductions, business strategies, earnings or
revenue trends or future financial results.
Non-US GAAP Financial Measures
In addition to the results reported in accordance with US GAAP, the Company provides adjusted net income
attributable to Dentsply Sirona and adjusted earnings per diluted common share (“adjusted EPS”). The
Company discloses adjusted net income attributable to Dentsply Sirona to allow investors to evaluate the
performance of the Company’s operations exclusive of certain items that impact the comparability of results
from period to period and may not be indicative of past or future performance of the normal operations of the
Company and certain large non-cash charges related to intangible assets either purchased or acquired through
a business combination. The Company believes that this information is helpful in understanding underlying
operating trends and cash flow generation.
Adjusted net income and adjusted EPS are important internal measures for the Company. Senior management
receives a monthly analysis of operating results that includes adjusted net income and adjusted EPS and the
performance of the Company is measured on this basis along with other performance metrics.
The adjusted net income attributable to Dentsply Sirona consists of net income attributable to Dentsply Sirona
adjusted to exclude the net of tax impact of the following:
(1) Business combination related costs and fair value adjustments. These adjustments include costs related to
integrating and consummating mergers and recently acquired businesses, as well as costs, gains and losses
related to the disposal of businesses or product lines. In addition, this category includes the roll off to the
consolidated statement of operations of fair value adjustments related to business combinations, except for
amortization expense noted below. These items are irregular in timing and as such may not be indicative of
past and future performance of the Company and are therefore excluded to allow investors to better
understand underlying operating trends.
(2) Restructuring, restructuring program related costs and other costs. These adjustments include costs related
to the implementation of restructuring initiatives as well as certain other costs. These costs can include, but are
not limited to, severance costs, facility closure costs, lease and contract terminations costs, related
professional service costs, duplicate facility and labor costs associated with specific restructuring initiatives, as
well as, legal settlements and impairments of assets. These items are irregular in timing, amount and impact to
the Company’s financial performance. As such, these items may not be indicative of past and future
performance of the Company and are therefore excluded for the purpose of understanding underlying
operating trends.
(3) Amortization of purchased intangible assets. This adjustment excludes the periodic amortization expense
related to purchased intangible assets. Amortization expense has been excluded from adjusted net income
attributed to Dentsply Sirona to allow investors to evaluate and understand operating trends excluding these
large non-cash charges.
(4) Credit risk and fair value adjustments. These adjustments include both the cost and income impacts of
adjustments in certain assets and liabilities including the Company’s pension obligations, that are recorded
through net income which are due solely to the changes in fair value and credit risk. These items can be
variable and driven more by market conditions than the Company’s operating performance. As such, these
items may not be indicative of past and future performance of the Company and therefore are excluded for
comparability purposes.
(5) Certain fair value adjustments related to an unconsolidated affiliated company. This adjustment represents
the fair value adjustment of the unconsolidated affiliated company’s convertible debt instrument held by the
Company. The affiliate is accounted for under the equity method of accounting. The fair value adjustment is
driven by open market pricing of the affiliate’s equity instruments, which has a high degree of variability and
may not be indicative of the operating performance of the affiliate or the Company.
(6) Income tax related adjustments. These adjustments include both income tax expenses and income tax
benefits that are representative of income tax adjustments mostly related to prior periods, as well as the final
settlement of income tax audits, and discrete tax items resulting from the implementation of restructuring
initiatives. These adjustments are irregular in timing and amount and may significantly impact the Company’s
operating performance. As such, these items may not be indicative of past and future performance of the
Company and therefore are excluded for comparability purposes.
Adjusted earnings per diluted common share is calculated by dividing adjusted net income attributable to
Dentsply Sirona by diluted weighted-average common shares outstanding. Adjusted net income attributable to
Dentsply Sirona and adjusted earnings per diluted common share are considered measures not calculated in
accordance with US GAAP, and therefore are non-US GAAP measures. These non-US GAAP measures may
differ from other companies. Income tax related adjustments may include the impact to adjust the
interim effective income tax rate to the expected annual effective tax rate. The non-US GAAP financial
information should not be considered in isolation from, or as a substitute for, measures of financial
performance prepared in accordance with US GAAP.
The Company defines “constant currency sales growth” as the increase or decrease in net sales from period to
period excluding precious metal content and the impact of changes in foreign currency exchange rates. This
impact is calculated by comparing current-period revenues to prior-period revenues, with both periods
converted at the U.S. dollar to local currency average foreign exchange rate for each month of the prior period,
for the currencies in which the Company does business.
The Company defines “internal sales growth” as constant currency sales growth excluding the impacts of net
acquisitions and divestitures, merger accounting impacts and discontinued products.